MARK S. HANSEN, CHAIRMAN AND CEO OF FLEMING COMPANIES, INC. ELECTED TO AMAZON.COM BOARD OF DIRECTORS

SEATTLE-November 8, 2001-Mark S. Hansen, 47, chairman and CEO of Fleming Companies, Inc. (NYSE: FLM), a rapidly growing and leading distributor and retailer in the food, drug and specialty store industry, was elected today to the board of directors of Amazon.com (NASD: AMZN).

Hansen becomes the sixth, and fifth outside, director on the Amazon.com board.

“We welcome Mark to the Amazon.com team,” said Jeff Bezos, founder and CEO of Amazon.com. “Mark further deepens our retail and operational expertise and shares our passion for the customer.”

“I look forward to working with a team of people who have accomplished so much in so little time,” said Hansen. “Amazon.com is on a clear track to profitability by delighting customers and relentlessly improving its operations. It’s going to be fun to be part of this amazing journey.”

Hansen served as president and chief executive officer of SAM’S Club, a division of Wal-Mart Stores, Inc., from 1997 through 1998. Prior to joining Wal-Mart, Mr. Hansen served in multiple capacities from 1989 to 1997, including being president and chief executive officer of PETsMART, Inc., a retailer of pet food, pet supplies and related products.

With revenues in excess of $15 billion, Fleming-based in Lewisville, Texas-is the industry leader in consumer packaged goods distribution and has a growing presence in value retailing. The company serves approximately 3,000 supermarkets, 6,800 convenience stores and more than 2,000 supercenters, discount, limited assortment, drug, specialty, and other businesses across the country.

About Amazon.com

Amazon.com (NASD: AMZN) opened its virtual doors on the World Wide Web in July 1995 and today offers Earth’s Biggest Selection, along with online auctions and free electronic greeting cards. Amazon.com seeks to be the world’s most customer-centric company, where customers can find and discover anything they might want to buy online. Amazon.com and sellers list millions of unique new and used items in categories such as electronics, computers, kitchen and housewares, books, music, DVDs, videos, camera and photo items, toys, baby, software, computer and video games, cell phones and service, tools and hardware, travel services, magazine subscriptions and outdoor living products. Through Amazon Marketplace, zShops and Auctions, any business or individual can sell virtually anything to Amazon.com’s millions of customers, and with Amazon.com Payments, sellers can accept credit card transactions, avoiding the hassles of offline payments.

Amazon.com operates four international Web sites: www.amazon.co.uk, www.amazon.de, www.amazon.fr and www.amazon.co.jp. It also operates the Internet Movie Database (www.imdb.com), the Web’s comprehensive and authoritative source of information on more than 275,000 movies and entertainment titles and 1 million cast and crew members dating from the birth of film through 2005.

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ significantly from management’s expectations. These forward-looking statements involve risks and uncertainties that include, among others, Amazon.com’s anticipated losses, significant amount of indebtedness, competition, strategic alliances, strategic partnerships and business combinations, seasonality, potential fluctuations in operating results and rate of growth, management of potential growth, risks of system interruption, international expansion, consumer trends, risk of fulfillment center optimization, inventory risks, limited operating history, risks related to fraud and Amazon.com Payments, and risks of new business areas. More information about factors that potentially could affect Amazon.com’s financial results is included in Amazon.com’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2000, and all subsequent filings, including Quarterly Reports on Form 10-Q.